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Corporate Governance and Executive Remuneration: Rediscovering Managerial Positional Conflict


Jennifer G. Hill


University of Sydney - Faculty of Law; European Corporate Governance Institute (ECGI)

Charles M. Yablon


Yeshiva University - Benjamin N. Cardozo School of Law

November 15, 2010

University of New South Wales Law Journal, Vol. 25, p. 294, 2002
Vanderbilt Law and Economics Research Paper No. 03-02

Abstract:     
Like the US, Australia has in recent times experienced a number of dramatic corporate collapses, such as HIH and One.Tel, in which executive remuneration appears as an interesting subtext. While there has been a tendency to view executive remuneration as a specialized topic, its connection to these corporate collapses emphasizes the fact that executive remuneration presents general corporate governance problems in a highly concentrated form.
This article, which discusses a number of recent scandals and developments relating to executive remuneration in Australia, argues that segregation of executive remuneration from other areas of corporate law may lead to dangerous tunnel vision. Professor Eisenberg has spoken of management's positional conflict of interest, due to management's broad range of discretions and relative autonomy within the public corporation. The article considers some ways in which management's positional conflict of interest, particularly in the area of disclosure, may interact with (and potentially subvert) the goals of contemporary performance-based pay schemes.

Number of Pages in PDF File: 40

Keywords: Corporate governance, corporate scandals, CEO compensation, executive remuneration, performance-based pay, stock options, managerial positional conflict, disclosure

JEL Classification: G34, G38, J33, K22, K33, M52

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Date posted: February 11, 2003 ; Last revised: November 17, 2010

Suggested Citation

Hill, Jennifer G. and Yablon, Charles M., Corporate Governance and Executive Remuneration: Rediscovering Managerial Positional Conflict (November 15, 2010). University of New South Wales Law Journal, Vol. 25, p. 294, 2002; Vanderbilt Law and Economics Research Paper No. 03-02. Available at SSRN: http://ssrn.com/abstract=375240 or http://dx.doi.org/10.2139/ssrn.375240

Contact Information

Jennifer G. Hill (Contact Author)
University of Sydney - Faculty of Law ( email )
Faculty of Law Building, F10
The University of Sydney
Sydney, NSW 2006
Australia
+61 2 9351 0280 (Phone)
+61 2 9351 0200 (Fax)

European Corporate Governance Institute (ECGI)
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
Charles M. Yablon
Yeshiva University - Benjamin N. Cardozo School of Law ( email )
55 Fifth Ave.
New York, NY 10003
United States
212-790-0200 (Phone)
212-790-0205 (Fax)

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